Ecolab Amends Champion Acquisition Agreement

December 03, 2012

Ecolab will not acquire downstream portion of the
business

ST. PAUL, Minn.--(BUSINESS WIRE)--
Ecolab Inc. announced it has amended its acquisition agreement with
Permian Mud Service, the parent company of Champion Technologies and
Corsicana Technologies (hereafter collectively referred to as Champion),
such that Champion's downstream process and water solutions business
will be spun-off to Permian's shareholders prior to the acquisition by
Ecolab, and Ecolab will not acquire those specific operations. 2011
sales for the downstream business, which primarily serves refineries,
were approximately $50 million.

Accordingly, the value of the transaction will be reduced to $2.16
billion from $2.2 billion, subject to further adjustment as provided in
the acquisition agreement. Ecolab believes the amendment will not have a
significant impact on the deal economics, and continues to expect the
transaction to deliver approximately $0.12 accretion to adjusted diluted
earnings per share in 2013 increasing to approximately $0.50 per share
by 2016.

Ecolab continues to expect closing of the Champion acquisition to occur
by year-end 2012, subject to regulatory clearance and other customary
closing conditions.

With 2011 pro forma sales of $11 billion and more than 40,000 employees,
Ecolab Inc. (NYSE: ECL) is the global leader in water, hygiene and
energy technologies and services that provide and protect clean water,
safe food, abundant energy and healthy environments. Ecolab delivers
comprehensive programs and services to the food, energy, healthcare,
industrial and hospitality markets in more than 160 countries. More
Ecolab news and information is available at www.ecolab.com.

Cautionary Statements Regarding Forward-Looking InformationThis
communication contains certain statements relating to future events and
our intentions, beliefs, expectations and predictions for the future
which are forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Words or phrases such
as "will likely result," "are expected to," "will continue," "is
anticipated," "we believe," "we expect," "estimate," "project," "may,"
"will," "intend," "plan," "believe," "target," "forecast" (including the
negative or variations thereof) or similar terminology used in
connection with any discussion of future plans, actions or events
generally identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding
expected earnings per share accretion from the Champion acquisition,
deal economics and the expected timing of completion of the Champion
acquisition. These statements are based on the current expectations of
management of the company. There are a number of risks and uncertainties
that could cause actual results to differ materially from the
forward-looking statements included in this communication. These risks
and uncertainties include (i) the risk that the regulatory approvals or
clearances required for the acquisition may not be obtained, or that
required regulatory approvals may delay the acquisition or result in the
imposition of conditions that could have a material adverse effect on
the company or cause the company to abandon the acquisition, (ii) the
risk that the conditions to the closing of the acquisition may not be
satisfied, (iii) the risk that a material adverse change, event or
occurrence may affect the company or Champion prior to the closing of
the acquisition and may delay the acquisition or cause the company to
abandon the acquisition, (iv) problems that may arise in successfully
integrating the businesses of the company and Champion, which may result
in the combined business not operating as effectively and efficiently as
expected, (v) the possibility that the acquisition may involve
unexpected costs, unexpected liabilities or unexpected delays, (vi) the
risk that the businesses of the company or Champion may suffer as a
result of uncertainty surrounding the acquisition and (vii) the risk
that disruptions from the transaction will harm relationships with
customers, employees and suppliers. In particular, the ultimate results
of any Champion integration and business improvement actions, including
cost synergies, depend on a number of factors, including the development
of final plans, the impact of local regulatory requirements regarding
employee terminations, the time necessary to develop and implement the
integration and other business improvement initiatives and the level of
success achieved through such actions in improving competitiveness,
efficiency and effectiveness.

Additional risks and uncertainties that may affect operating results and
business performance are set forth under Item 1A of our most recent Form
10-Q, our current report on Form 8-K filed October 12, 2012 and the
company's other public filings with the Securities and Exchange
Commission (the "SEC") and include our ability to integrate Nalco and
realize the anticipated benefits of the acquisition as well as to close
and integrate the proposed acquisition of Champion; our ability to
attract and retain high caliber management talent to lead our business;
difficulty in procuring raw materials or fluctuations in raw material
costs; our ability to execute key business initiatives; vitality of the
markets we serve; the impact of worldwide economic factors such as the
worldwide economy, credit markets, interest rates and foreign currency
risk; exposure to economic, political and legal risks related to our
international operations; the costs and effects of complying with laws
and regulations relating to the environment and to the manufacture,
storage, distribution, sale and use of our products; changes in laws,
regulations or accounting standards; our ability to develop competitive
advantages through innovation; our substantial indebtedness; information
technology systems failures; the ability to acquire complementary
businesses and to effectively integrate such businesses; restraints on
pricing flexibility due to contractual obligations; pressure on
operations from consolidation of customers, vendors or competitors;
public health epidemics; potential losses arising from the impairment of
goodwill or other assets; potential loss of deferred tax assets; the
occurrence of litigation or claims, including related to the Deepwater
Horizon oil spill; acts of war, terrorism, severe weather or natural or
man-made disasters; the loss or insolvency of a major customer, supplier
or distributor; and other uncertainties or risks reported from time to
time in our reports to the SEC. In light of these risks, uncertainties,
assumptions and factors, the forward-looking events discussed in this
communication may not occur. We caution that undue reliance should not
be placed on Forward-Looking Statements, which speak only as of the date
made. Ecolab does not undertake, and expressly disclaims, any duty to
update any forward-looking statement whether as a result of new
information, future events or changes in expectations, except as
required by law.

Non-SolicitationThis communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.